Gemplus International SA
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For
the month of August 2006
GEMPLUS INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)
GEMPLUS INTERNATIONAL S.A.
(Translation of registrant’s name in English)
46A, Avenue J.F. Kennedy
L-1855 Luxembourg
Grand Duchy of Luxembourg
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F þ Form 40-F o
(Indicate by check mark whether the registrant by
furnishing the information contained in this form
is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.)
Yes o No þ
Not for
distribution in the United Kingdom, Italy, the Netherlands, Canada
and Japan
Great Success of Gemalto’s Public Exchange Offer
for Gemplus shares
Gemalto N.V. holds 94.56% of the share capital of Gemplus International S.A.
Amsterdam and Luxembourg, August 25, 2006 — Gemalto N.V. (Euronext NL0000400653 — GTO) and
Gemplus International S.A. (Euronext LU012170694 — GEM and NASDAQ: GEMP) announce today that
following to the public exchange offer by Gemalto N.V. for the Gemplus International S.A. shares
and warrant, 324,481,977 shares have been tendered to the offer, representing 94.56% of the share
capital and 94.68% of the voting rights of Gemplus International S.A., as well as the warrant
issued by Gemplus International S.A.
Gemalto N.V. holds more than two thirds of the share capital and voting rights of Gemplus
International S.A. as a result of the Offer, hence it will propose the reopening of the Offer
pursuant to article 232-4 of the Règlement général of the French Autorité des marchés financiers.
This reopening will enable the shareholders to tender their shares in the same conditions. The
schedule for this operation will be communicated as soon as possible, and at the latest on
September 8, 2006.
Olivier Piou, CEO of Gemalto N.V., commented: “The result of the offer is a great success. It marks
once more our shareholders interest in the creation of a world leader in digital security:
Gemalto”.
The 25,958,559 new shares corresponding to this exchange will be issued and registered on the
Eurolist of Euronext Paris on August 30, 2006. These new shares to be issued will be added to the
62,563,539 already existing shares. The number of Gemalto N.V. shares will be 88,522,098.
The Gemalto N.V. securities referred to herein which will be issued in connection with the
public exchange offer by Gemalto N.V. for the Gemplus International S.A. shares and its reopening
have not been (and are not intended to be) registered under the United States Securities Act of
1933, as amended, (the “Securities Act”) and may not be offered or sold, directly or indirectly,
into the United States except pursuant to an applicable exemption. The Gemalto N.V. securities have
been made and will be made available within the United States in connection with the Offer pursuant
to an exemption from the registration requirements of the Securities Act.
The public exchange offer and its reopening relate to the securities of a non-US company, which is
subject to disclosure requirements of a foreign country that are different from those of the United
States. Financial statements presented have been prepared in accordance with foreign accounting
standards that may not be comparable to the financial statements of United States companies.
It may be difficult for an investor to enforce its rights and any claim it may have arising under
U.S. federal securities laws, since Gemalto N.V. and Gemplus International S.A. have their
corporate headquarters outside of the United States, and some or all of their officers and
directors may be residents of foreign countries. An investor may not be able to sue a foreign
company or its officers or directors in a foreign court for violations of the U.S. securities laws.
It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S.
court’s judgment.
This release does not constitute an offer to purchase or exchange or the solicitation of an offer
to sell or exchange any securities of Gemalto N.V. or an offer to sell or exchange or the
solicitation of an offer to buy or exchange any securities of Gemplus International S.A.
The Offer and its reopening described herein are not (and are not intended to be made), directly or
indirectly, in or into the United Kingdom, Italy, the Netherlands, Canada or Japan or in or into
any other jurisdiction in which such offer would be unlawful prior to the registration or
qualification under the laws of such jurisdiction. Accordingly, persons who come into possession of
this release should inform themselves of and observe these restrictions.
Gemplus International S.A. securityholders are strongly advised to read the offering circular
relating to the exchange offer and related exchange offer materials regarding the transaction, as
well as any amendments and supplements to those documents, relating to the combination to which the
present release refers, because they contain important information.
An offering document for the public exchange offer for the Gemplus International S.A. shares has
been filed with the French stock exchange authority (Autorité des marchés financiers “AMF”) and
received the admissibility number 06-252 on July 6, 2006. Copies of the free English translation of
the
joint French language offering document and of the documents incorporated by reference thereto
(i.e. 2 listing prospectuses of the Gemalto N.V. shares approved by the Dutch stock exchange
authority (Autoriteit Financiële Markten) on June 30, 2006, for which an approval certificate has
been received by the AMF on the same date) are available from the Internet websites of Gemalto
N.V. (www.gemalto.com) and of Gemplus International S.A. (www.gemplus.com) as well as free of
charge upon request to the following: Gemalto N.V.: Koningsgracht Gebouw 1, Joop Geesinkweg
541-542, 1096 AX Amsterdam, the Netherlands; Gemplus International S.A.: 46A, avenue J.F. Kennedy,
L-1855 Luxembourg,
Grand Duchy of Luxembourg; Mellon Investor Services LLC, U.S. Exchange Agent:
480 Washington Boulevard, Attn: Information Agent Group,AIM # 074-2800, Jersey City, New Jersey
07310, Call Toll Free: 1-866-768-4951.
Corporate Media Relations
Emmanuelle SABY
M.: +33(0) 6 09 10 76 10
emmanuelle.saby@gemalto.com
Investors Relations
Stephane BISSEUIL
T.: +33(0) 1 55 01 50 97
stephane.bisseuil@gemalto.com
Gemplus
Investors Relations
Céline Berthier
T.: +41(0) 22 544 5054
celine.berthier@gemplus.com
Corporate communication
Remi CALVET
M.: +33(0) 6 22 72 81 58
remi.calvet@gemalto.com
TBWA/CORPORATE
Emlyn KORENGOLD
T.: +33(0) 1 49 09 66 51
emlyn.korengold@tbwa-corporate.com
About Gemalto
Gemalto
N.V. (Euronext NL 0000400653 GTO) is a leader in digital security
with pro forma 2005 annual revenues of $2.2 billion (€1.7 billion), operations in 120 countries and 11,000 employees
including 1,500 R&D engineers. The company’s solutions make
personal digital interactions secure
and easy in a world where everything of value — from money to
identities — is represented as information communicated over networks.
Gemalto
N.V. thrives on creating and deploying secure platforms, portable and secure forms of
software in highly personal objects like smart cards, SIMs,
e-passports, readers and tokens. More than a billion people worldwide
use the company’s products and services for various applications,
including telecommunications, banking, e-government, identity
management, multimedia digital right
management, IT security and other applications. Gemalto N.V. was
formed in June 2006 by the
combination of Axalto Holding N.V. and Gemplus International S.A.
For more
information please visit www.gemalto.com.